A L E R T A.

ASSOC A T E S

Annual Continuing Disclosure Report Fiscal Year Ending June 30, 2016

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2006 Lease Revenue Certificate of Participation (Galleria at Tyler Public Improvements)

Prepared for:

CITY OF

RIVERSIDE

March 2017

www.webbassociates.com

Table of Contents

Sections District Profile and Fund Information Project and Property Ownership Information Material Events

Section 1. Section 2. Section 3.

3 4

Appendices Appendix A. Debt Service Schedule Appendix B. Notice of Material Events Rating Upgrade

A-l B-l

CUSIP Numbers

Year CUSIP Year CUSIP Year CUSIP Year CUSIP 9/1/2011 9/1/2015 9/1/2019 9/1/2023 769030AA5 769030AE7 769030AJ6 769030AN7 9/1/2012 9/1/2016 9/1/2020 9/1/2024 769030AB3 769030AF4 769030AK3 769030AP2 9/1/2013 9/1/2017 9/1/2021 9/1/2030 769030AC1 769030AG2 769030AL1 769030AQ0 9/1/2014 9/1/2018 9/1/2022 9/1/2036 769030AD9 769030AH0 769030AM9 769030AR8

The information herein for the City of Riverside's 2006 Lease Revenue Certificates of Participation (Galleria at Tyler Public Improvements) (the "Certificates") was prepared by Albert A. Webb Associates and the City of Riverside (the "City"), as Administrators. Except as otherwise noted all information is current as of September 30, 2016.

1. District Profile and Fund Information

2006 Lease Revenue Certificates of Participation Gaileria at Tyler Public Improvements

Project Description To create parking structures for the Gaileria at Tyler Mall, parking structure addition, North Plaza landscaping and lighting, North Plaza Parking, and storm drains.

Location The City encompasses approximately 81.5 square miles in the western portion of Riverside County, about 60 miles east of downtown Los Angeles and approximately 90 miles north of San Diego. Gaileria at Tyler Mall is bounded by Magnolia Avenue on the North, Hughes Alley on the east, State Route 91 on the south and Tyler Street on the west.

Audited Financial Statements for Fiscal Year 2015-16 The City's Fiscal Year 2015-16 Audited Financial Statements will be submitted to the Municipal Securities Rulemaking Board using EMMA (Electronic Municipal Market Access) under separate cover and are incorporated herein by reference.

Certificate Information The proceeds of the sale of the Certificates were used together with available moneys, (i) to provide funds to the City to finance acquisition, construction, installation and equipping of various public improvements related to the Gaileria at Tyler, a retail center in the City, (ii) to fund, in whole or in part, a reserve fund for the Certificates, (iii) to capitalize interest with respect to the Certificates through March 1, 2008, and (iv) to pay certain cost of issuance of the Certificates.

The Certificates have been executed in the amount of $19,945,000 on September 27, 2006, with interest rates ranging from 4.00% to 5.00%. Interest payable with respect to the Certificates will be payable on March 1 and September 1 of each year, commencing March 1, 2007; principal payable with respect to the Certificates will be payable on September 1 of each year, commencing September 1, 2011.

Reserve Requirement Information The Reserve Fund must be maintained at the Reserve Requirement which is defined as, at any date of calculation, an amount equal to the lesser of (i) 10% of the proceeds of the Certificates, (ii) maximum aggregate Lease Payments required to be paid in any Certificate Year, or (iii) 125% of the average annual Lease Payment. In addition, Section 6.03 of the Trust Agreement requires the Trustee to semiannually, on or prior to March 1 and September 1, have the Reserve Fund valued, at the lower of cost or market pursuant to Section 8.05 of the Agreement, and transfer any moneys available in the Reserve Fund (as so valued) in excess of the Reserve Requirement to the Lease Payment Fund. As of September 30, 2016 the balance in the Reserve Fund was $1,335,432.02 and the Reserve Requirement was $1,337,591.26.

The Reserve account was trued up on September 1, 2016 to the required minimum balance of $1,337,591.26 with excess funds transferred to Lease Payment Account. Current Reserve shortage at September 30, 2016 is the market variance from September 21, 2016 to September 30, 2016. US Bank has been contacted to transfer funds back to the reserve account to maintain the required balance.

Annual Continuing Disclosure Report for Fiscal Year ending June 30. 2016 City of Riverside 2006 Lease Revenue Certificates of Participation 1

1. District Profile and Fund Information

General Fund Revenues, Expenditures, Balances Please refer to the City's Fiscal Year Ending June 30, 2016 CAFR. (Financial Section) (Page 25) (Notes begin on Page 33 of the Financial Section.)

Principal Amount of Long Term Bonds, Leases and Other Obligations Please refer to the City's Fiscal Year Ending June 30, 2016 CAFR. (Financial Section) (Page 24)

Assessed Valuation for Secured and Unsecured Property Please refer to the City's Fiscal Year Ending June 30, 2016 CAFR. (Statistical Section) (Table 8; Page 103)

Secured Property Tax Levy and Actual Amounts Collected Please refer to the City's Fiscal Year Ending June 30, 2016 CAFR. (Statistical Section) (Table 11; Page 106)

General Fund Balance Sheet Including Reserved and Unreserved Balances Please refer to the City's Fiscal Year Ending June 30, 2016 CAFR. (Financial Section) (Page 21)

Annual Continuing Disclosure Report for Fiscal Year ending June 30, 2016 City of Riverside 2006 Lease Revenue Certificates of Participation 2

2. Project and Property Ownership Information

Status of Construction of the Project as of March 15, 2017 1. The Existing Parking Structure Addition is complete and was reopened in July 2007. 2. Work on the construction of the North Plaza was completed in December 2007. 3. Work on the construction of the North Plaza Surface Parking was completed in December 2007. 4. Work on the construction of the Storm Drains was completed in December 2007.

Public Improvements to be acquired with Certificate Proceeds 1. Addition to the Existing Parking Structure 2. A North Plaza 3. A North Plaza Surface Parking 4. Storm Drains

Change in Ownership Information To the best of the Issuer's knowledge and according to the County of Riverside's records, there were no changes in ownership during Fiscal Year 2015-16.

Annual Continuing Disclosure Report for Fiscal Year ending June 30. 2016 City of Riverside 2006 Lease Revenue Certificates of Participation 3

3. Material Events

The following events as set forth in Rule 15c2-12 promulgated by the Securities and Exchange Commission are considered material by the District.

Section 5

i) Principal and interest payment delinquencies; Not Applicable

ii) Non-payment Related defaults; Not Applicable

iii) Unscheduled draws on debt service reserves reflecting financial difficulties; Not Applicable

iv) Unscheduled draws on credit enhancements reflecting financial difficulties; Not Applicable

v) Substitution of credit or liquidity providers, or their failure to perform; Not Applicable

vi) Adverse tax opinions or events affecting the tax-exempt status of the Security; Not Applicable

vii) Modifications to rights of Certificate holders; Not Applicable

viii) Contingent or unscheduled redemption of Certificates; Not Applicable

ix) Defeasances; Not Applicable

x) Release, substitution or sale of property securing repayment of the securities; Not Applicable

xi) Rating Changes; On April 26, 2016, Fitch increased its rating from "A+" to "AA-"; see Appendix B Not Applicable xii) Tender offers;

xiii) Bankruptcy, insolvency, receivership or similar event of the obligated person; Not Applicable

xiv) Merger, consolidation, or acquisition of the obligated person, if material; and Not Applicable

xv) Appointment of a successor or additional trustee, or the change of name of a trustee, Not Applicable if material.

Notice for events described in Section 5, subsections (viii) and (ix) of the Disclosure Certificate need not be given under this sub-section any earlier than the notice (if any) of the underlying event given to holders of affected Bonds pursuant to the Fiscal Agent Agreement.

Material Events (xii) through (xv) have been added pursuant to amendments to the continuing disclosure services of the Municipal Securities Rulemaking Board Electronic Municipal Market Access ("EMMA") system by the Securities and Exchange Commission to Securities Exchange Act Rule 15c2-12 effective December 1, 2010.

Annual Continuing Disclosure Report for Fiscal Year ending June 30. 2016 City of Riverside 2006 Lease Revenue Certificates of Participation 4

APPENDIX A Debt Service Schedule

A L E R T A.

WEBB ASSOC A T E S

wiiisTttR Debt Service Schedule - Current

City of Riverside 682725 - CFD 2004-1 (Galleria at Tyler)

Principal Outstanding $19,945,000.00

$19,945,000.00

$19,945,000.00

$19,945,000.00

$19,945,000.00

$19,945,000.00

$19,945,000.00

$19,945,000.00

$19,945,000.00

$19,510,000.00

$19,510,000.00

$19,055,000.00

$19,055,000.00 $18,585,000.00 $18,585,000.00

$18,090,000.00

$18,090,000.00

$17,575,000.00

$17,575,000.00

$17,040,000.00

$17,040,000.00

$16,485,000.00

$16,485,000.00

$15,905,000.00

$15,905,000.00

$15,305,000.00

$15,305,000.00

$14,680,000.00

$14,680,000.00

$14,030,000.00

$14,030,000.00

$13,355,000.00

$13,355,000.00

$12,650,000.00

$12,650,000.00

$11,915,000.00

$11,915,000.00

$11,150,000.00

$11,150,000.00 $10,350,000.00

$10,350,000.00

$9,515,000.00

$9,515,000.00

$8,640,000.00

$8,640,000.00

$7,730,000.00

$7,730,000.00

Semi Annual Debt Service

$385,220.84

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$885,258.13

$440,470.63 $895,470.63 $431,370.63

$901,370.63

$420,795.63 $915,795.63 $410,895.63

$925,895.63

$400,595.63

$935,595.63

$389,895.63

$944,895.63

$378,795.63

$958,795.63

$367,195.63

$967,195.63

$355,195.63 $980,195.63

$342,695.63

$992,695.63

$329,370.63

$1,004,370.63

$315,448.75

$1,020,448.75

$300,643.75

$1,035,643.75

$285,025.00

$1,050,025.00

$267,812.50

$1,067,812.50

$249,812.50

$1,084,812.50

$231,025.00

$1,106,025.00

$211,337.50

$1,121,337.50

$190,862.50

Annual Debt Service

Payment Date

3/1/2007

9/1/2007

3/1/2008

9/1/2008

3/1/2009

9/1/2009

3/1/2010

9/1/2010

3/1/2011

9/1/2011

3/1/2012

9/1/2012

3/1/2013

9/1/2013

3/1/2014

9/1/2014

3/1/2015

9/1/2015

3/1/2016

9/1/2016

3/1/2017

9/1/2017

3/1/2018

9/1/2018

3/1/2019

9/1/2019

3/1/2020

9/1/2020

3/1/2021

9/1/2021

3/1/2022

9/1/2022

3/1/2023

9/1/2023

3/1/2024

9/1/2024

3/1/2025

9/1/2025

3/1/2026

9/1/2026

3/1/2027

9/1/2027

3/1/2028

9/1/2028

3/1/2029

9/1/2029

3/1/2030

Call Interest Rate Principal Interest

$385,220.84

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$450,258.13

$440,470.63

$440,470.63

$431,370.63

$431,370.63

$420,795.63

$420,795.63

$410,895.63

$410,895.63

$400,595.63

$400,595.63

$389,895.63

$389,895.63

$378,795.63

$378,795.63

$367,195.63

$367,195.63

$355,195.63

$355,195.63

$342,695.63

$342,695.63

$329,370.63

$329,370.63

$315,448.75

$315,448.75

$300,643.75

$300,643.75

$285,025.00

$285,025.00

$267,812.50

$267,812.50

$249,812.50

$249,812.50

$231,025.00

$231,025.00

$211,337.50

$211,337.50

$190,862.50

Premium 0.0000%

$0.00 $835,478.97 4.5000% 0.0000%

0.0000%

$0.00 $900,516.26 4.5000% 0.0000%

0.0000%

$0.00 $900,516.26 4.5000% 0.0000%

0.0000%

$0.00 $900,516.26 4.5000% 0.0000%

0.0000%

$435,000.00 $1,335,516.26 4.5000% 0.0000%

0.0000%

$455,000.00 $1,335,941.26 4.0000% 0.0000%

0.0000%

$470,000.00 $1,332,741.26 4.5000% 0.0000%

0.0000%

$495,000.00 $1,336,591.26 4.0000% 0.0000%

0.0000%

$515,000.00 $1,336,791.26 4.0000% 0.0000%

0.0000%

$535,000.00 $1,336,191.26 4.0000% 0.0000%

0.0000%

$555,000.00 $1,334,791.26 4.0000% 0.0000%

0.0000%

$580,000.00 $1,337,591.26 4.0000% 0.0000%

0.0000%

$600,000.00 $1,334,391.26 4.0000% 0.0000%

0.0000%

$625,000.00 $1,335,391.26 4.0000% 0.0000%

0.0000%

$650,000.00 $1,335,391.26 4.1000% 0.0000%

0.0000%

$675,000.00 $1,333,741.26 4.1250% 0.0000%

0.0000%

$705,000.00 $1,335,897.50 4.2000% 0.0000%

0.0000%

$735,000.00 $1,336,287.50 4.2500% 0.0000%

0.0000%

$765,000.00 $1,335,050.00 4.5000% 0.0000%

0.0000%

$800,000.00 $1,335,625.00 4.5000% 0.0000%

0.0000%

$835,000.00 $1,334,625.00 4.5000% 0.0000%

0.0000%

$875,000.00 $1,337,050.00 4.5000% 0.0000%

0.0000%

$910,000.00 $1,332,675.00 4.5000% 0.0000%

0.0000%

Execution Time: 11/22/2016 12:11:43 PM Albert A. Webb Associates Page 1 of 2

wilisrfrR Debt Service Schedule - Current

City of Riverside 682725 - CFD 2004-1 (Galleria at Tyler)

Principal Outstanding

$6,775,000.00

$6,775,000.00

$5,780,000.00

$5,780,000.00

$4,735,000.00

$4,735,000.00

$3,635,000.00

$3,635,000.00

$2,480,000.00

$2,480,000.00

$1,270,000.00

$1,270,000.00

$000

Payment Date

9/1/2030

3/1/2031

9/1/2031

3/1/2032

9/1/2032

3/1/2033

9/1/2033

3/1/2034

9/1/2034

3/1/2035

9/1/2035

3/1/2036

9/1/2036

Interest Rate

4.5000%

Semi Annual Debt Service

$1,145,862.50

$169,375.00

$1,164,375.00

$144,500.00

$1,189,500.00

$118,375.00

$1,218,375.00

$90,875.00

$1,245,875.00

$62,000.00

$1,272,000.00

$31,750.00

$1,301,750.00

$38,254,782.87

Annual Debt Service

$1,336,725.00

Call Principal

$955,000.00

Interest $190,862.50

$169,375.00

$169,375.00

$144,500.00

$144,500.00

$118,375.00

$118,375.00

$90,875.00

$90,875.00

$62,000.00

$62,000.00

$31,750.00

$31,750.00

$18,309,782.87

Premium 0.0000%

0.0000%

$995,000.00 $1,333,750.00 5.0000% 0.0000%

0.0000%

$1,045,000.00 $1,334,000.00 5.0000% 0.0000%

0.0000%

$1,100,000.00 $1,336,750.00 5.0000% 0.0000%

0.0000%

$1,155,000.00 $1,336,750.00 5.0000% 0.0000%

0.0000%

$1,210,000.00 $1,334,000.00 5.0000% 0.0000%

0.0000%

$1,270,000 00

$19,945,000.00

$1,333,500 00

$38,254,782.87

5.0000% 0.0000%

Totals:

9/27/2006

$19,945,000.00

Bond Issue Date:

Original Bond Principal:

Albert A. Webb Associates Execution Time: 11/22/2016 12:11:43 PM Page 2 of 2

APPENDIX B Notice of Material Events Rating Upgrade

A L E R T A.

WEBB A S S 0 A T E S

Material Event Disclosure - May 3, 2016

City of Riverside 2006 Certificates of Participation

Galleria at Tyler Public Improvements

Pursuant to the requirements of the Continuing Disclosure Certificate for the above referenced issue, notice is hereby given of a material event consistent with Rule 15c2-12 of the Securities and Exchange Commission. The following additional material events have occurred since the last material event disclosure provided by the City:

• Actions taken relative to the rating on the bonds by Fitch:

(1) - On April 26, 2016 Fitch increased its rating from "A+" to "AA-"

THE BELOW DISCLOSURE INFORMATION HAS PREVIOUSLY BEEN PROVIDED

• Actions taken relative to the rating on the bonds by Fitch:

In accordance with its March 25, 2010, report "Recalibration of U.S. Public Finance Ratings", Fitch has recalibrated its rating on the bonds from "A+" to "AA-"

(2) - On April 29, 2011, Fitch has revised its rating on the bonds from "AA-" to "A+"

(1)

• Actions taken relative to National Public Finance Guarantee Corp. (NPFGC) rating (formerly MBIA and FGIC):

(1) - On April 4, 2008 Fitch decreased its rating from "AAA" to "AA" (2) - On June 5, 2008 Standard & Poor's decreased its rating from "AAA to "AA" (3) - On June 19, 2008 Moody's decreased its rating from "Aaa" to "A2" (4) - On June 26, 2008 Fitch withdrew its rating on NPFCG (5) - On November 7, 2008 Moody's decreased its rating from "A2" to "Baal" (6) - On February 18, 2009 Standard & Poor's decreased its rating from "AA" to "AA-" (7) - On June 5, 2009 Standard & Poor's decreased its rating from "AA-" to "A" (8) - On December 22, 2010 Standard & Poor's decreased its rating from "A" to "BBB" (9) - On December 19, 2011 Moody's decreased its rating from "Baal" to "Baa2" (10) - On February 28, 2013 Standard & Poor's decreased its rating from "BBB" to

"BB" (ii) - On May 8, 2013 Standard & Poor's increased its rating from "BB" to "BBB"

- On May 10, 2013 Standard & Poor's increased its rating from "BBB" to "A" (12)

2006 COPS - Galleria at Tyler Page 1

(13) - On May 21, 2013 Moody's increased its rating from "Baa2" to "Baal" - On March 18, 2014 Standard & Poor's increased its rating from "A" to "AA-" -On May 21, 2014 Moody's increased its rating from "Baal" to "A3"

(14) (15)

NPFGC has reinsured the insurance policy guaranteeing the scheduled payment of principal and interest on the bonds.

• Substitution of Credit Provider:

(1) - In January 2009, Insurer Financial Guaranty Insurance Company (FGIC) was reinsured by National Public Finance Guarantee Corporation (NPFGC)

• Actions taken relative to Financial Guaranty Insurance Company's (FGIC) rating:

(1) - On January 30, 2008, Fitch decreased its rating from "AAA" to "AA" (2) - On February 14, 2008, Moody's decreased its rating from "Aaa" to "A3" (3) - On January 31, 2008, Standard and Poor's decreased its rating from "AAA" to

"AA" (4) - On February 25, 2008, Standard and Poor's decreased its rating from "AA" to "A" (5) - On March 26, 2008, Fitch decreased its rating from "AA" to "BBB" (6) - On March 28, 2008, Standard & Poor's decreased its rating from "A" to "BB" (7) - On March 31, 2008, Moody's decreased its rating from "A3" to "Baa3" (8) - On June 20, 2008, Moody's decreased its rating from "Baa3" to "Bl" (9) - On July 31, 2008, Fitch decreased its rating from "BBB" to "CCC" (10) - On November 24, 2008, Fitch withdrew its rating of FGIC (11) - On November 24, 2008, Standard & Poor's decreased its rating from "BB" to

"CCC" (12) - On December 19, 2008, Moody's decreased its rating from "Bl" to "Caal" (13) - One March 24, 2009, Moody's decreased its rating from "Caal" to "Caa3" (14) - On March 24, 2009, Moody's withdrew its rating of FGIC (15) - On April 22, 2009, Standard & Poor's decreased its rating from "CCC" to "CC"

and withdrew its rating of FGIC

FGIC provided an insurance policy guaranteeing the scheduled payment of principal and interest on the bonds.

2006 COPS - Galleria at Tyler Page 2

ALBERT

• WEBB ASSOCIATES

Corporate Headquarters 3788 McCray Street Riverside, CA 92506 951.686.1070

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